SOFTWARE - TERMS

1. In consideration of and conditional upon the payment of the Initial Licence Fee to Us, if applicable, and the continued payment of the Subscription Licence Fee to Us (on the terms set out in the relevant Statement of Work), We grant the Licensee a non-exclusive, revocable, non- transferable Licence, without the right to grant sub-licences which shall commence on the date of this Agreement and shall continue for the Licence Term. The Software may not be used unless the Subscription Licence Fee is paid in full.

2. You are permitted to make such copies of the Software as are reasonably required for the purposes of bona fide operational purposes, security and backup only and shall ensure that such copies are marked as proprietary to, copyright of, and licensed by, Us. No other copies may be made. You may not make any copies of the Documentation, manuals, or other documentation (including electronic documentation) other than for use by Permitted Users without Our written permission.

3. The Licensee can Use the Software to create and service up to five (5) databases (including any databases used exclusively for training, testing or disaster recovery). The Licence can be extended to service additional databases if You purchase additional Licence components from Us as agreed in a Statement of Work.

4. Unless explicitly stated otherwise in an applicable Statement of Work, the Licence covers the Use of the Software where the database(s) reside on a single SQL server instance only. Use of the Software is limited to the processing of Your/ Licensee’s own data. For the avoidance of any doubt, You are not permitted to provide services to third parties using the Software.

5. The Software will be deemed as accepted by You unless You notify Us otherwise within sixty (60) days of installation or supply of the initial activation keys.

6. We shall provide You with upgrades relating to the Software for which you are licensed for, free of charge and within a reasonable period of time following such upgrades becoming available. Services relating to the installation of such upgrades are normally subject to charge. Subject to payment of the relevant Support Fee, We shall provide Technical Support in respect of the version of the Software used by You from time to time in accordance with the terms set out of this Agreement.

7. We shall use reasonable endeavours in accordance with good industry practice to prevent the introduction of known computer viruses or other program code which is likely to damage the Software or the Customer Equipment and will check each release of the Software with the same diligence as would be expected from an organisation similar to Us using up-to-date virus scanning software from time to time.

8. You shall use reasonable endeavours in accordance with good industry practice to prevent the introduction of any known computer viruses into the Customer Equipment and will check each release of the Software with the same diligence as would be expected from an organisation similar to You using current virus scanning software from time to time